poɔʇoɹ ʍɥo: perception
by AmberKendsLacy
Summary: Something is in the Doctor's head, corroding him from the inside until there's nothing left. No memories, no regenerations, nothing. Clara is sent into the Time Lord's mind to save him before it's too late, but not without the help of the only other people in the universe he would ever depend on to save his life, himself. Set between Kill The Moon and Mummy on the Orient Express.
1. Unwelcome Reunion

The careful sounds of high heeled feet hitting tiles echoed through the dark hallways of Coal Hill High School. The students had long gone home by this point, which left the grounds in an almost usually unbelievable state of silence. No sounds of other running feet to join the careful percussion of the lone high heels, no shouting, no excitement, no trouble. Everything was as safe, orderly and quiet as any normal person would want at this time of night.

The pair of feet that had walked through the empty hallways of the High School, locking up any doors that they needed to before finally exiting the fifty year old buildings to go home themselves, belonged to an adult female brunette. Someone who was a little on the short side with quite the egomania to make up for that (not that she would ever willingly admit to it). This woman's name was Clara Oswald, and her current range of emotions could best be settled on annoyance and mind crushing boredom.

Boredom, since despite how much an average person, and definitely a High school teacher to boot, would enjoy the complete quiet, Clara couldn't help but admit that a lack of action left her disinterested and ready to go on the next issue she had to tackle. The annoyance however was provided in that she often hated having to stay at her workplace of the High School well into the night, since it always left her tired out from the day's activities already, and wary of the darkness that surrounded her.

This was a normal human reaction though, to be wary of what might be lurking unseen in the shadows. But Clara was no longer in the majority of the human race in fearing what might be in the dark, since she had been through enough experiences at this point in her life to know that there was something in the dark, there always was. Whether or not it decided that tonight would be the time that it slithered or crept out of the shadows for you to finally find out exactly what it was, was when it really became a problem.

She'd seen things that most of her fellow human race would never get the chance to in their whole lives, planets that either didn't exist in her time period just yet, or were light years away to the point of incomprehensibility. That was where the monsters often came from, though at the same time there were a few deadly creatures that came from Earth itself that should be feared while in the darkness alone as well. It was whether or not Clara was actually thankful that she had this information that had been plaguing her mind for the past few weeks.

See, it was all because of how the former nanny, now High School teacher had managed to see all those planets in the first place was what was making her question her thankfulness for this clarity that she had over the universe, at least for one corner of it. The one that had made this possible was a man, well on the outside he seemed to be a man, but on the inside Clara was convinced now that he was anything but that and instead was every bit of an alien that his two hearts immediately pointed out.

He called himself the Doctor, most likely so he could instantly give a sense of safety to those around him before he would up and abandoned them to make one of the most dangerous and moral breaking decisions in their lives…

Clara bit her bottom lip, an action she had started doing recently, which possibly wasn't much of a good idea since it made it obvious to others around her that she was annoyed about something, and this was an issue that she would rather keep to herself. Of course her boyfriend, fellow teacher Danny Pink, knew about this issue and about the Doctor. And yet for some reason seemed convinced that despite Clara's constant refusal and rebuttal, that she was not completely finished with that two hearted yet heartless man and his strange adventures.

How could she ever want anything else to do with him after what he had done to her, or rather had left her all alone to do without even the slightest hand of help?

If it had been the first time that that had happened, maybe Clara would have found it easier to maybe forgive him, given that he should also apologize appropriately and promised never to do that again. But it wasn't the first time that this had happened. This Doctor, who seemed to be such a large departure from the man she had been travelling with before him, had abandoned her to danger in the past and seemed unfazed in doing the same thing once again. The difference of the second time was that there was more lives on the line than just her own.

The first time, he left her for dead in the slaughterhouse of Butcher Clockwork Android people in Victorian London, where she had to literally hold her breath to stay alive and at the time had never been more afraid when she seemed to have failed as she eventually passed out from lack of oxygen. Of course he later sprang up to save her before she could really die, not really stopping for a moment to really apologize for that action as instead he solved the problem and saved the day.

At the time Clara had placed this rather large departure from the man she once thought the Doctor to be, as a part of the Regenerative sickness that he must have still been suffering from at the time that would make him do such a thing. It was that belief that made her stay with him, waiting to find something that was just like the bow tie wearing man he had been before, the one that made her feel safer in that bigger on the inside blue box.

However, always in the back of her mind was that moment where she was locked on the other side of the door in that slaughterhouse, the look in his eyes that she saw through the bars of the tiny window when he refused to hand the screwdriver through so she could be safe. It was really the only time where Clara could see and acknowledge exactly how alien he really was.

That was him, her friend, making her scared.

She tried, really Clara felt that she did her best to do what the other Doctor had asked from her, to continue travelling with this new man and watch him. But it was hard to do that, when he would up and leave her in dangerous situations. The first time, with the clock people in a Victorian London abattoir, she had managed to forgive him for that, along with the hope that he would never do it again.

And then he did, he left her again but this time on the moon. But instead of the threat of an outside force, it was her decision that would either kill her, or the people of the Earth. Such a huge responsibility for her to make, and he up and left her practically at the last second, stating that apparently she was the only one to make the choice and to 'take the stabilizers off her bike'. Which, while he might have thought that was helpful, it only made her feel worse and gave her the impression that he only ever thought of her as a child. Which was not the sort of mindset she wanted to be in when deciding whether or not to blow up the moon, with her and two other people on it, which also would kill another newborn life that was inside it.

She almost made the wrong decision, almost pressed the button because she was so far out of her depth. So unsure of herself, because she was scared and felt so stupidly alone. And it was him once again doing that to her, the one person she was supposed to count on not making her feel that way ever. But he did that to her, and then later had the gall to state that it was him 'respecting her', like she was a teenager again and he was only beginning to trust her with the keys to his car.

So, after a mighty big confrontation on his actions, Clara decided to leave him to his wanderings. No matter what Danny seemed to think, she was definitely done with the Doctor.

Clara wrenched open the door to her car with a little too much force than was really necessary, and climbed inside. A few seconds later the engine purred into life and she was driving out of the school grounds, the fact that her knuckles were turning white with how hard she was gripping the steering wheel being really the only actual clue left that she was still cross. Since Clara let her expression fall into one of blankness as she tried to focus on the roads of London at night.

The motorbike that was given to Clara by the past Doctor was still in her garage, covered by a tarp so she wouldn't have to look at it every time she drove to work or to a date. Recently plans in her mind had sprung up to just sell the motorbike so that there wouldn't be any more visual reminders of the man and adventures she was now trying to leave in the past. But then again there were two reasons as to why she really couldn't do that.

First reason was mainly because it had the ability to disobey the laws of gravity, and there was really no need for the rest of humanity to discover that kind of technology just yet, much less a motorbike enthusiast. The second reason, was that if she really wanted to wipe him completely from her life once and for all, that also meant deleting all the old messages she had previously forgotten to get rid of, ones that were delivered before he regenerated. And for whatever reason, Clara knew she just wasn't ready to do that just yet.

The Doctor, as he currently is now, at one time during their brief travels together asked her if he was a good man. And in that moment Clara could see for once that he genuinely didn't know the answer to his own question. At the time she had told him that she honestly didn't have a clue either, figuring that it as something that he really had to prove to himself alone.

If he asked that her now…

A sudden flash of light just beyond Clara's windscreen shocked her away from her thoughts as she quickly twisted the steering wheel to one side, thinking automatically that it must have been another car on the road heading straight for her. Thankfully the front hood of the car did not become acquainted with street poles or any unfortunate walking on the sidewalk nearby, as one still high heeled foot slammed down on the brake as soon as she was sure that she was out of the way of whatever was heading towards her.

One look in the review mirror told her however, that her problem was going to be more than just a disgruntled possibly drunk driver.

After a few moments spent parallel parking the car into the available space, Clara exited her car and walked to the object that had nearly caused her to create a traffic accident, which was by the way, certainly not a car. No, it was a more familiar object that the High School English teacher had hoped that she would never see again after all that it and its driver had put her through.

The TARDIS stood there, in the middle of the sidewalk, where it was of course ignored completely by all that passed it by. Despite the fact it had fallen out of the sky and somewhat crash landed. The Doctor had once told her that it was because of one of the time machine's components called the Chameleon Circuit, and then went on to say that most human beings couldn't see it because they were pudding brains or something. At which point Clara had rolled her eyes and struggled a little more at the rope that was trapping her to the sacrificial totem pole in the middle of an alien desert.

Her hand, which was now slightly more tanned than it had been before that trip, touched at first carefully on the blue wooden surface, wanting to make sure that it was really there. However she pulled back instantly when the surface of the TARDIS turned out to be red hot. Certainly there was slight scorch marks in the pavement around the blue box, but still Clara hadn't been expecting that.

In any case, after a moment's inspection it became clear to Clara that this was in fact the TARDIS and she wasn't dreaming, or rather having a nightmare. And when that became obvious, Clara turned and made an action to walk back to her car and drive away from this. She certainly had had enough in her opinion, of him and his strange adventures always interrupting her life. Clara felt that she owed him nothing, so certainly she had no reason to get back out of the car and open the TARDIS door.

No, she was definitely not going to do that.

* * *

Face warming steam and smoke drifted out of the TARDIS to greet Clara when she had managed to open the door. The teacher having to take a step back from the surprise of the heat before wiping her brow with the length of fabric she had wrapped around her hand in order to open the red hot door in the first place. As much as that was worrying, there was still a sense of thankfulness that the steam wasn't black billowing smoke, so at least there was a chance that the TARDIS wasn't on fire.

As Clara took a few more tentative steps forward into the console room, she spent her time exclaiming in her mined on why she would bother going in and that it wasn't too late for her to just go back to her car and go home. To leave the Doctor to deal with his own problems, just like her had done to her. Still, for whatever reason she ignored that pull to leave and instead walked on into the TARDIS console room noting that it was for some reason much darker than it usual.

"Doctor?" Clara wasn't sure exactly why her voice was so quiet, nor why her hands were shaking so badly. Certainly it didn't seem as though there was a lot to be afraid of, since it didn't seem as though there were any monsters waiting in the shadows this time around. At first there was no answer to her whisper, in fact the console room was completely and eerily quiet. The usual humming that came from the console and reverberated around the room wasn't there, leaving silence in its absence.

Her voice grew a little louder the more Clara walked into through the console room, her courage building bit by bit as she searched for the man that looked a lot like a magician through the blanket of darkness that covered the console room. Finally however, after a few more calls out for the Doctor and the ever steady grow of Clara's anxiety, there was something that could at least count as a reply. In the fact that it was a sound other than Clara's frightened voice and footsteps.

Following the sound quickly for fear of possibly losing the only clue she could have through the darkness, Clara managed to finally find the Doctor. He was in the lower space of the console room, lying sprawled and face down on the floor, completely unconscious. Her recent anger at him for what he had done to her was now in the back of her mind as Clara was instantly by his side, carefully checking if he was physically alright.

There was no cuts or bruises on any visible skin, if anything he seemed just fine except, sleeping. At least, it seemed that way until she saw the expression that was hard set into his face. Really the first noticeable thing about his expression was his eyebrows that were usually flied up in constant curiosity/attack mode, were now crumpled inwards in quite visible pain. The Doctor's mouth was set in its usual frown, though Clara could see more lines in his face that showed how tense he was, how terrible the pain was.

His hands clutched onto the sides of his head in an iron grip that she couldn't loosen for anything. She attempted to wake him, starting with the usual careful shaking of the shoulder that she would do when she was the nanny of the Maitland family. That didn't seem to work however as he remained as immovable as ever, but then again he wasn't exactly a disobedient teenager that didn't want to go to school. More worried started to grow in her chest when Clara realized that she hadn't really checked if he was actually breathing.

With no sense of trepidation, Clara carefully placed her head on the Doctor's chest, and breathed a sigh of her own when she heard his chest rising and falling, even if slightly. However only a few seconds after Clara was certain that he was breathing, the Doctor became lively once more. In fact he became conscious again rather swiftly, Clara having to move hastily away as he sat up straight, his eyes open wide, his eyebrows back into their usual attack position.

"Harry Sullivan is an imbecile!"

His voice was loud, reverberating through the console room much louder than it usually would, which made sense since every other usual sound that came from the TARDIS was gone. But that was not on the fore front of Clara's mind, if anything what she was more focused on was the fact that the Doctor's eyes, while wide and unblinking, were definitely unfocused. Not being a real medical expert, especially when it came to Time Lords, Clara tired what she knew best but was never really any good at, and that was talking to him.

"Doctor?"

Certainly there was something about him that was off at that moment, but then again it would take a few moments more than it would for anyone else to see that. In any case something seemed definitely wrong, especially since his first words in waking up from whatever caused his unconsciousness was to someone she didn't know and had a good feeling wasn't here, an imbecile. The sound of Clara's voice caused his head to snap to look directly at her with those large unblinking eyes.

"We will go back one day Susan… don't you worry... I know what to do…" The Doctor eventually trailed off, looking away from Clara for a second before suddenly jumping to his feet and rushing up the stairs to the console. Afraid that he was going to try and pilot while in that strange frame of mind, Clara quickly followed after him to at the least try and talk to him, to try and make him see sense.

"Doctor, please, talk to me," The teacher tried to not think about how her words sounded so familiar to when she had been trying to talk to him during his regenerative sickness. This occasion seemed a little worse than then, since at least when they were in Victorian London, the paternoster gang were there to help when she couldn't seem to be able to talk him down from doing something. But now, she was on her own and she didn't know what had happened and how badly he might have been injured.

Talking to him seemed to only agitate him further though, as he suddenly turned away from the console, the wild and unfocused look still in his eyes as he continued to talk, his tone still erratic and frightening to Clara as she made sure to just keep a few steps away from him, just in case.

"There's no time to talk Jo, we have to go!"

"Clara," She corrected him.

"What about her Amy?"

"No, I'm Clara!"

"Are you sure?"

"Yes I'm sure! Look, what is going on Doctor?" Clara carefully rested one hand on his forearm as she spoke, the action happening just before he could touch a certain lever on the console. The Time Lord looked back at her, the lost and wild look in his eyes shifting away like mist to allow for a rational state of mind, even if it was for only a moment.

"Oh Clara, everything's gone all wrong," His eyebrows furrowed inward again, followed closely his hands grasping at his temples, wincing in horrible pain. Feeling helpless, Clara gently touched his shoulders as the Doctor seemed to buckle slightly inward. She decided on trying to continue to talk to him while he was able to remember who she was, hoping to find something that she could do for him to stop whatever pain he was experiencing.

"Doctor, what is happening? What's going all wrong?" His reaction was a little more lively and sudden than Clara had expected, as he jerking away from her as if her touch was like fire and moving quickly to the other side of the console, hands no longer holding on to both sides of his temple, but now gripping the edge of the console, as though he needed it to hold himself upright.

"Everything, everything in here," He tapped harshly at his head, wincing at the contact before continuing to explain, "Something's in there, something unwanted… it's eating away… eating away at me…" He trailed off, seemingly unable to remember what he was going to say.

"There's something in your head?"

Maybe that would explain what was wrong with the TARDIS, something that the Doctor hadn't really noticed just yet. Clara was aware that there was some kind of special connection between the Time Lord and Time Machine that wasn't really all that specific in how it worked. Well it was, now the teacher knew at least that whenever he seemed injured in some way mentally, then the TARDIS would be injured too.

Clara tried to walk around the console to get closer to him, but for some reason the Time Lord avoided her by walking around the console as well, still acting somewhat like a frightened child trying to avoid the anger of a parent. When it became apparent that he wasn't going to let her get any closer, the teacher took a deep breath, and tried another tactic. She tried talking again, her tone soft and careful for any reaction he might intentionally or unintentionally have.

"Doctor, what can I do to help you?" Truthfully Clara did want to help him, since he was obviously in some kind of peril and she wasn't the type of person to just walk away from someone in need. But still, there was a part of her that didn't want to be dragged off on another sudden and insane adventure, since she had promised herself that she was done with that, with him. Nevertheless it seemed that she would have to go on another 'adventure' in order to help the Time Lord out of his crisis.

For a time the Doctor was lost in his chaotic thoughts, no doubt trying to come up with a plan with what resources of his mind he had left to his disposal. Eventually however he snapped his fingers, a physical sign that he must have some up with something. Still making sure that she didn't get close to him, as she didn't want to disturb him from his plan, Clara moved slowly around the console so she could see what it was he was doing at his side of the TARDIS controls.

"The TARDIS is diminishing with me, but there's just enough power left in the controls, just enough to make the journey in…"

The grey haired Time Lord muttered to himself as he flicked various switches and pushed all different kinds of buttons, frowning to himself when it seemed that some of the controls were not operational. The Doctor seemed to finally find the certain controls that he wanted, activating them with a sense of impatience as he turned away from the console, looking up to the ceiling above.

From a mess of wires and cables that Clara was certain she hadn't seen in the area above her head before, dropped a strange sort of head gear attached to one of the cables. In the center of the strange helmet like device was, of all things, a fob watch. When the head gear reached the Doctor's level, he yanked the fob watch off the device, giving it only a single glance before throwing it to Clara, who caught it just in the nick of time.

"Fob watches, nothing but trouble…" Clara decided it best not to ask why he had said that, or anything in particular about the strange watch with Gallifreyan engravings that was now in her hands, instead sitting it down on a certain corner of the console where it as unlikely to do any harm or be broken by the Doctor's antics.

In the fob watches' place, the Doctor instead plugged another cable that was connected to the console, in particular to the side of the console that was part of the telepathic controls. Remembering what incidents had occurred because of those controls and how they worked, Clara started to feel unsure on whether or not using them was the best idea.

"Where are we going?" Clara was still trying her best to be gentle in her tone, since it was obvious that he was still somewhat erratic and unsure of himself. He didn't answer for a while as he continued to work away at the console, before finally managing to actually activate the telepathic controls, this being obvious when those certain controls filled the room with a soft orange light emanating from it. When this happened, the Doctor turned back to his companion, his face now lit up by the colorful light as he spoke.

"Not we, just you. You have to go in, and find the something, get rid of it so you can come back out."

As encouraging as the Doctor must have thought this to be at that moment, it was anything but. In reality, Clara was no less enlightened in what was going on, but managed to pick up on at least that he was abandoning her again to do something on her own. And of course it went without saying that this idea definitely annoyed her to no end, especially now that unlike the other times, she was being abandoned for what was apparently his benefit.

Still, apart from that small factor that was definitely more of a mountain than a mole hill of a problem to her, there was other factors that Clara wasn't all that certain about, where she was apparently going in the first place for instance. So with the intention of finally being fully informed in what was going on, Clara interrupted the Doctor in the mumbling of nonsensical words that he allowed himself to fall into while working over the console and head gear.

"Doctor, will you just explain what is going on, clearly and to the point!" Thankfully this plea seemed to leave its mark as the Doctor straightened up from his work, looking Clara directly in the eye, which was something that had been a little unsettling to the High School teacher in the beginning of their time together, but now seemed only to comfort in that there was still a part of his mind that was his usual self, that was actually paying attention.

"There's something in my head Clara, something that's eating away my… myself…" He trailed off for a second, as if once again trying to remember what it was that was being diminished, before he continued,

"And I can't destroy it from out here, it's too far in, too close to the synapses. One wrong move from out here and I'd be killed. No regenerations, no second chances. I need you to go inside,"

"Inside your head?" There was a slight of smirks in the corner of her mouth, a subconscious reaction of her hoping that he wasn't serious, that he was still just a bit confused. But that smirk disappeared as quickly as it had arrived when the Doctor replied back.

"Yes, I need you to go in, and stop the… the something before it's too late. I'll guide your subconscious in with the TARDIS telepathic controls, but you will have to find your way from there,"

He turned back to the head gear, which now had a few other alien looking machine components that glowed and flashed, making all the unusual ticking noises that the TARDIS console sometimes made, and placed it carefully over his companion's head before she could reply back to what he had said. Them carefully watching that none of the other cables and wires got tangled up, the Doctor led her over to a rather comfortable looking chair and sat her down.

This was all happening a little too fast, and Clara still felt rather lost in what was going on.

"But Doctor how am I supposed to help you anyway when I don't know what this 'something' is, I mean what does it even look like?"

"It's… the darkness…" That seemed to be all the description that the Doctor could give Clara as he winced in pain, his long bony fingers again touching at his temples, his head bowed for a moment before he eventually seemed to stand straight again and tried to give his companion a comforting smile. Bu of course that all but lost its effectiveness in the context of what he was asking her to do. And of course there was one last query that had Clara very worried.

"But what if I can't find it in time? What happens then?" This was not a pleasant subject to be talking about, but then again it was one that Clara wanted to be very clear about. Since there was always a chance in their adventures that things were going to become very dangerous at any time, part of the reason that she had loved them so much in the beginning, since it gave her a sense of excitement that normal life didn't give her. So Clara was relived in the factor that at least she had a clear answer to that question.

"There's only enough power in the TARDIS now to send you in, but not enough to take you back out if you are unsuccessful. I'm sorry Clara, but if you fail, there is no way out." The brunette slowly nodded her head as she took that information in, the usual flash of fear that appeared in her chest whenever this got truly life threatening made a comeback as her hands gripped the armrests of her chair a little tighter but otherwise tried to keep her expression clear.

"Are you alright?" Well that was certainly not a regular occurrence for this Doctor, nevertheless it was a welcome surprise as Clara didn't bother with lying or trying to put on a brave face and shook her head, a signal that she was absolutely scared to no end. After all, being trapped in his mind if she failed did not sound like a welcoming prospect. His hand gently touched at the side of her face as he kneeled to her level. This was more a comforting gesture than he had ever done before, and Clara wondered briefly if that was because of his current mental condition, before deciding that it was better than nothing and accept it anyway.

"Just… am I going to be alone? Are you going to leave me to do this alone?" The thought that she would be on her own again thanks to the Doctor was the worst part that made Clara fearful. It felt as though she was on the moon or in that slaughterhouse all over again, having to make all the difficult actions by herself, abandoned and in danger. The answer that she received however, was not anything like what she was expecting.

"No, you'll be in my subconscious, looking for the… something. My other selves are in there, all over the place, they will show you the way-"

Suddenly whilst he was in the middle of talking, the Doctor swayed on his feet, holding onto the console before he could collapse onto the floor. His complexion was paler and shined with a layer of sweat created from a combination of pain and fear. Words that he might have been about to say where now gone from his tongue as instead it seemed that he was running out of time as it was.

"I'm sorry Clara, there's not a lot of time left…" He genuinely means it too, Clara could tell. He wishes he had more time to explain, he wishes he could properly fill her in on everything so she would be safer, but he could no longer afford to do it. Time wasn't just running out, but with every second that was taken, was another where he continued to waste away.

It genuinely frightened Clara more than most of everything else that was going on at that moment, to see this side of this Doctor… to see him vulnerable.

To see him scared.

"Then do it,"

Taking charge of the situation was something that Clara did best, so that was exactly what she decided to do. Even though her heartbeat did go significantly faster when she saw him move to the telepathic controls, and her grip on the armrests of the chair were now on the verge of ripping them off altogether, she didn't back down for a second and instead stuck to the words that she hadn't quite said, and yet were still heard.

_Then hurry up and do it because this universe can't afford for you to die. _

No matter how much Clara was convinced that she hated him, that didn't mean she would ever leave him to die. Not like this, and not at all.

The Doctor's hands are on the telepathic controls, yet his eyes remain on Clara. She on the other hand, could no longer find herself able to talk anymore, much less remain in eye contact with him. Her head was swimming, but more like plunging into the cold dark depths kind of swimming instead of the usual bobbing along on the surface. Her eyes were fighting the losing battle to stay wide and open, her alertness that once burned bright and awake was now dimming to near blackness as lashes began to obscure her vision.

"Time to sleep now Clara, to dream of many things… of shoes and ships and sealing wax. Of cabbages, and kings…"

* * *

Clara fell asleep.

She fell into the blackness that came before dreams, transporting into the mind of the madman with a blue box.

She fell for so long through the dark, she wondered if there ever would be a solid ground to land on again.

And on she fell,

Down,

Down,

Down…

* * *

**Please review, constructive criticism always welcome.**


	2. Stream of conciousness

**Just to reference guys, but I was inspired for this story by the Seventh Doctor adventure mini-series books called Timewyrm. So for anyone who is into the PROSE, look that up because it is GREAT. **

**There was also a bit of Human Nature and for some reason, Journey Inside the TARDIS. **

**But anyway, here's the usual proclamation: I own nothing otherwise I would be a much happier person and please enjoy this fan created piece of work.**

* * *

The Doctor watched his companion as she eventually lost consciousness and started her trip, already beginning to feel her entering his mind, what was left of it anyway. So many emotions running through him while his mental barriers were down, honestly he felt so… human.

He bit his tongue, wondering how Earthlings could deal with such an onslaught of emotions without any sense of protection, which was the whole reason that he had decided in this regeneration to stash away all the powerful ones that he thought would make him weak. Apart from the anger of course, since apparently that seemed to get him to do things faster and more efficiently than any other emotion.

Now, he was feeling… confusion, pain and… fear.

How was it possible that staring over at this woman, this being that wouldn't live even a fraction as long as he did, could make him feel all these weaknesses? But it wasn't just that, there was also the factor that despite what he had done, she would still bother to talk to him, much less want to ever go into his mind and save his life. It made no sense to him for her to do that, and so he was confused.

The pain was very easily explained, since his mind felt like there was a fire blazing a his synapses, burning away at the very essence of him, and it, whatever it was, was spreading. He hoped, another emotion that he disliked because of the weakness that was behind it, that there was still enough left of his mind for Clara to go into and actually save. Thankfully he knew his other selves were still in there, untouched by the flames of whatever was destroying him so they would be able to help her where he had failed.

The failure caused the fear, added with the fact that there was a chance that Clara could fail, that there would nothing he could do to save her, much less himself from their fate. It made him feel weaker than any of the other emotions that he detested feeling at that moment, and all that weakness at being unable to save the day, like a Doctor was meant to do, made him afraid.

And he knew that fear was meant to be a super power, that that was what he had told Rupert Pink to make him feel stronger than the monster. But it was hard to be stronger when there was nothing you could do that would make a difference, hard to be faster when you had to stay in one place to keep everything going, hard to feel smarter when you were the one that got your companion into the dangerous situation in the first place.

And so because of that, he was afraid.

…

How did those humans deal with this sort of thing every day of their lives?

* * *

When the fall ever stopped, or even if actually happened, Clara wasn't sure. What she was sure of however, was that she was now lying on her back instead of sitting in a rather comfortable arm chair. The surface she was lying on felt… uncomfortable was the first word she could decide on as a description when compared to the previous arm chair. The next description that popped up was… unstable.

It took a moment to understand, possibly an aftereffect of the transition she had just made, but eventually Clara managed to place how this unstable sense of the surface she was lying on felt familiar. Her memories seemed to suddenly replay in front of her closed eyes, memories of the common Earth hobby of fishing with her granddad every Sunday afternoon. How the boat had rocked and swayed and made her feel sick.

"_You know it's partly the Moon that causes these tides dear. Just think, something so far away can have such an impact on us all," _He had said when she asked how so much turbulence was possible, one old boney finger pointing to the pale white disk that at that time seemed so far away, the craters on its surface at that time feeling like a hundred eyes, all looking down on her and her granddad at that moment, judging them as they bobbed along on their small rinky dink steel boat that was more expansive than usual only because of the new coat of paint and waxing it had received before sale.

All those crater eyes looking down and Clara couldn't help but think aloud,

"_You can't blame a baby for kicking."_

"No indeed you can't,"

That voice was not the one of her granddad, Clara new that much as her mind caught up with her and reminded herself that he had been dead for years now. The fishing trips on Sunday afternoons that included staring at the far away moon having gone with him. The woman then remembered how much she didn't like boat trips from that point on, and just recently why she also hated staring at the moon.

All of this went full circle and back to the fact that she didn't know the origin of that voice, and so finally managed to get to the point of waking up when a person opened their eyes and sat up to see their surroundings. What the English teacher saw was unfortunately not her bedroom like she might have hoped. No, instead it was definitely a far, far departure from anything like that.

The surface that Clara had been lying on was a boat, but not the old tin tug ones that her granddad so loved to collect and captain, but rather a boat much like the ones in Venice. Made of polished dark oak wood it was certainly complimented further in beauty by the carvings across the handrails and outer edges. The carvings were of seemingly random circles, at least it would seem that way to a stranger's eyes, but Clara knew of it, at least enough from her fragmented memories as the other Claras to identify it.

It was Gallifreyan, the words of the Doctor's people, but what it exactly said she wasn't completely sure, as remembering the way the language worked was beyond her memory capabilities from when she was all those other people in the Doctor's lives. Nevertheless that was what the boat that Clara was currently in looked like, but it was the environment around the boat that really got the teacher's attention.

Of course the boat was travelling on some kind of water, though it certainly looked nothing like the water from Earth. Firstly because of the color, as it was most certainly not blue. Neither did the water match the same color as the sky, which was shrouded anyway in a vast amount of smog, so much so that vapors of the white curled against the boat as it travelled onward through the blankness to its pre-decided destination.

The water did not match this pale complexion of the sky and surrounding space ahead and behind the boat at that moment. The best description that could be given was that the water seemed without any kind of color, but at the same time had every pigment available to the human eye. Sometimes it was hard to even be sure if there was water actually there, but then of course Clara would hear the ever familiar sound of the liquid lapping against the sides of the boat as it travelled onward.

Smog still surrounded everything that wasn't the water, as if it was an impossibility to touch it, and so because of that, Clara could see that this stretch of water passage went on for seemingly forever. And yet, through the smog the teacher swore she could see land marks closer than the water just below them said they were. However Clara could only see these land masses in the corners of her eyes, the moment she tried to really focus on them, they disappeared into the smog, never to be seen again.

Some of the things that Clara swore that she had definitely seen through the white sheet were something like a Japanese Temple, a Victorian garden and some kind of Library. However as said before the moment she noticed them was the moment they were gone, so Clara was left with nothing but smog once more. She then tried staring harder into the smog, attempting to somehow will it to part away and show her what it was hiding, but was interrupted in her efforts by that voice again.

"I wouldn't do that, staring for too long will ruin your eyes you know," Again, Clara was dragged back to what could be considered reality in this strange situation, and to the fact that she did not recognize the voice that had spoken to her twice now. And so for the first time since waking up, Clara followed the sound as she turned around to finally face its source.

The first thing that caught her eye of course, was the multi colored scarf.

A scarf made of so much wool that one end of it was so long that despite the fact that it was wrapped partly around their neck and hung off this person's shoulders, it also went off the side of the boat and most likely was dragged through the water as they went along through this strange water based place. But of course this wasn't the only thing that Clara noticed about this person that was with her on the boat, since there was quite a few more characteristics about that certainly made him memorable.

The first of those other things being the large amount of light brown curls that sat upon his head which was combined with a different shade of brown in his side burns. Well there was that, and the enormously large grin that he shined her way when she finally looked really at him. Of course there was more to him than that, the clothing he was wearing for instance, apart from the scarf of course, were very bohemian in style and aesthetic. It suited him well, since he seemed to nearly scream in basic physical looks, that he was different and warranted attention.

Memories of other Claras clicked into recognition again as she remembered who this man really was.

"You're the Doctor!" Clara managed to say, and for some reason sounded more surprised that she had really meant to be. His grin only grew wider in response, if that was even possible. In his hands was a large wooden pole made of the same oak as the rest of the boat, just like the ones needed in Venice boats, so apparently he was the one that was keeping the boat going through the smog and water to whatever destination he was choosing y the action that was referred to as 'punting'.

"Well I was once, but I've retired. Now I'm the Ferryman," As if to illustrate his point, the scarf wearing man pushed the punt into the water, moving the boat along further across the strange colored water. He seemed to have this relaxed sense of expertise at this job of his, to the point that he didn't even need look to the distance ahead of the boat to see if they were going to crash into any unexpected object. His hands were held firmly onto the large wooden pole, but not gripping it tightly with white knuckles as any amateur at the beginning of their jobs would do. Obviously this was something he had been given a long time to perfect, and so deserved this new title of his, that he had displayed to Clara.

"Punting is such an easy job you know, much simpler than driving a TARDIS. No destabilizers that could go on the blink, no chameleon circuits that are always in-operational no matter how long time is spent on updating them. Just a boat, the punt, a strong pair of hands and the water," The ferryman said this with all the confidence that someone who truly was happy to retire would, though Clara could see that in his sea blue eyes, there was a sense of listlessness of his job that he despised, and so she couldn't help but point it out to him.

"But you still miss it though, don't you? All that travelling around in the TARDIS?" The big toothy grin disappears into a small reminiscent smile, its sudden absence being both noticeable and noteworthy to her. He continues to push the punt into the water and move the boat along in silence for a moment, obviously assessing what his answer would be, before apparently finally finding his words again as he seems ready to admit the truth of what he really felt to Clara.

"Yes well, with all the infinite choices of destinations that the TARDIS offered, it certainly does beat the constant and ever familiar path of punting across this stream anyway," There was another pause for a few moments as Clara accepted his answer, knowing that any Doctor would of course give her that answer, without another thought or second beat of his hearts. Travelling made the Doctor who he was, so to be strapped down like this incarnation now was in his 'retirement', it couldn't be all that easy to just deal with.

Thinking of course of the Doctor once again lead her back to the issue that she was actually meant to be dealing with, saving his life. Clara again looked about her surroundings, hoping that there was some sign of land now that they had been travelling for a little bit longer since she had awoken, only to be greeted once more by in the corner of eyes images of places that she certainly couldn't be anywhere near. So after admitting defeat in figuring this out for herself, she asked the driver instead.

"Where are we? I mean I think I'm in-"

"My head? Or rather, the Doctor's head of course. Well yes and no. Yes you're inside the Doctor's mind, but we haven't quite gotten to the start of even where you need to go just yet. This is, if you'd like, the very edge of his- or our, subconscious. This isn't quite a stream of water, as it is one of consciousness. The very start of his/our thoughts and ideas before they can take true form."

That would explain the images that Clara had seen through the smog, perhaps destinations that he was still thinking of visiting, or just had been thinking about in particular. But of course the High School teacher even let herself be fooled for a second that she knew anything of the Doctor's mind. That even though she was inside his mind, and even if she had to search through every nook and cranny of his noggin, she would never truly understand him entirely.

Still, Clara couldn't help but at least try and get a grasp of his other selves now that they lived in his mind.

"And you ferry across it? His… stream of consciousness?"

"That's my job now. You see, all past Doctors, when we retire are placed with certain parts of a mentality as the Doctor that become our responsibility. Parts that a Time Lord, so long into his life, would no longer be able to keep up on his own due to his vast mind and intellect," There was a touch of proud egotism in that explanation, though of course Clara already knew that this certain Time Lord happened to have an over blown sense of self-worth, so of course he'd have a gigantic head to go along with it that needed his other selves in order to keep it going.

"What part of him are you now?"

"Oh, I'm meant to be his Strength, mentally at least. Protecting the borders of the Doctor's mind from all dangers. Looks as though I didn't do that good of a job after all hmm? Whatever that 'something' was that's threatening them all now, came in before I could even notice. Strange…" There was a pause, one that seemed to be the tip of an iceberg of worry and seriousness for him, still it seemed to fade away as he continued to talk.

"Of course, it's been hard to see anything for a while through this fog. Poor man must have been bothered about something quite serious for some time. I haven't seen a cloudy day like this since the Time War," There he went again, saying something so casually thought the English teacher could obviously see the pain in his eyes. This time she didn't mention it, even if she did, what could she say? The Time War was a part of the Doctor's past to her, something she had never really seen the full devastation of in accordance to the rest of the universe.

But to him, it must seem never ending, especially in his subconscious. It would explain the image of the hut that lay abandoned in the middle of the Gallifreyan deserts that she had just caught the image of through the smog, the place where he made what he considered to be the worst decision of his lives. No doubt his other selves that were held in here, in forced retirement, felt just the same about it as he did.

Well, they were him after all.

The Ferryman shook his head, no doubt to clear his thoughts for better topics of conversation (was he able to have thoughts when he was a product of his other self's mind?) And for a moment to time as he began to sit on the edge of the boat, the punt now held a little more loosely, but still there was no chance of him ever letting it fall into the stream of thoughts below. Clara decided to be the one to pick the small talk back up and did so with the main issue that was at hand, the reason she was here in the first place.

"Shouldn't we be going faster, I mean the Doctor's… well really all of our lives are in danger so we don't have a lot of time?" Funnily enough it was the last word she had spoken that had really gotten the Ferryman's attention as he lifted his head, when he even dropped it Clara wasn't sure, and smiled a little despite himself. It still wasn't the big toothed grin that had appeared before, but it was a start in the least.

"Time? Well, of all the things that goes on in this Doctor's mind, time seems to be the only inconsistent thing," Clara raised a disbelieving eyebrow at that almost crazy sounding statement but nevertheless still listened as the Ferryman explained, "See, time does not work in here as linearly as it does in reality. In fact, it is much slower than usual, so what would take seconds out there, will be hours in here. Enough time for you to help with this foggy situation, don't you think?"

Finally a grin appeared, one that Clara couldn't really help but return, along with a sigh of relief that this wasn't at least going to be an 'at the last second save' that the Doctor, the current one in particular, was usually prone to issuing when it came to saving the day. This time, things were going to be done in her own way, as carefully as possible, with no important detail skipping whatsoever.

And certainly no chance of cutting her losses and leaving, since apparently if she failed she would stuck inside the Doctor's mind as he died. Which was not really the most ideal place that Clara wanted her life to end, especially considering her current feelings about him, so at least therefore there was less pressure on her shoulders to get this done and done quickly.

"Right well, where should I be going? I mean, where does this boat trip stop anyway?" The Ferryman stood back on his feet and continued to punt, his reply taking some time to form as he concentrated from a time on getting Clara to where she was meant to be, wherever that was. For s time there was nothing but the sounds of the water as the boat travelled through, the stream of the Doctor's conscious beginnings lapping against the deep brown wood.

"We're nearly a the end of the trip actually, not that far off from a port where he will be waiting for you," An eyebrow was raised, though of course Clara had no choice but to assume that this man who would be waiting for her at the next port, would be one of the Doctors. Because obviously to her he seemed far too egotistical to have any other man living in his own mind other than himselves. However the English teacher bit her tongue before she could make that comment to the Ferryman, and instead tried to lie back against the main rail of the boat and relax until they reached her destination.

The fog didn't dissipate for some time as the journey continued, whatever it was that the Doctor had been thinking about before had to have been very preoccupied indeed, especially if it was so important that he didn't notice this strange un-named 'something' crawl its way into his mind and had started to diminish him from the inside. Especially since he always seemed so focused on himself a lot, it seemed impossible that something could take his mind off his own care.

Still, whatever that issue was, it didn't seem important now, as all the Doctor really should be focusing on, was holding onto everything he had left in his mind. Clara crinkled her nose and opened her eyes again, deciding not to think any more on the Doctor that was waiting outside, fading away…

No, she brought herself back to the present and focused. She was going to save him, and then she was really done, absolutely done with him and everything he did.

Really, she was done, there was nothing that was going to change her mind-

"Ah there it is, and there is the young man already! I'm surprised he bothered to wait, usually he's so impatient for these sort of things,"

The teacher's head turned towards the direction the Ferryman had been pointing towards, seeing at first, and was definitely surprised by, only a large and almost sudden amount of land mass that appeared form out of the fog. And that the port that he had been referring to was almost completely invisible in comparison to the towering mountains and dense rainforest that seemed to mesh with other trees of possibly alien origin, since they seemed to tower more than the mountains ever could. And to somehow follow the appearance of this strange island, was the caws and signing of strange birds that seemed to echo through the still slightly foggy air, giving that decent feel of mystery and caution that Clara was certain that it didn't need.

However eventually the port became somewhat noticeable through the thickness of the , as did the figure that was sitting at the end of it, legs swinging back and forth with a sense of impatience as their head was turned in the direction of the oncoming boat as it began to slow down. Still, the closer that Clara got to the port, the more apprehensive she suddenly found herself becoming as slowly, bit by bit recognizing who it was that was waiting for her at the end of the port.

Clara stood in the boat, which did cause the boat to rock a slight bit and the Ferryman to frown, as it finally reached the beginning of the port, staring at the man that held his hand out for her to take. His clothes were only a mite different than she had remembered but it was still strange to see the differences, certainly the fingerless wool gloves and crooked top hat were a combination that he had not worn that often, but there was one thing most in all the universe that he was wearing, that Clara could not believe how happy she was to see it again.

A red bowtie.

"Hello again, my impossible girl,"

* * *

**Please review, constructive criticism always welcome.**


	3. Chess Game

"Doctor?"

Really, it shouldn't have been so hard for Clara to believe. Of course this Doctor would be here in all the places in the universe, and of course he would still be wearing his ridiculous bow ties. And just at that moment, as if he could read her mind, he moved his hand back for a second to straighten the red fabric, his usual lopsided grin that was mean to pleasantly disarm coming out as he held his hand back out to help her.

And yet, even as Clara took his once again offered hand as she stepped out of the boat and onto the port, it seemed too good to be true. Not a thing seemed different about him from the day he left, apart from of course the additions of the shabby hat and fingerless gloves. Hesitantly her free hand reached out and touched the waistcoat that was partly hidden by his coat, feeling one heartbeat from the pair she knew was underneath.

"Yes Clara, I'm really here, I'm back,"

When the hug started was not something Clara was certain of, though really there was a possibility that it was only microseconds after he had made that statement. Whenever it started didn't really matter however as Clara only felt so thankful to actually hug him again, and have him willingly hug her back. It had been so long for her, especially since the current Doctor did not appreciate physical contact whatsoever, so this was a complete relief.

Eventually however the hug had to end as they eventually both broke away at the sound of the Ferryman clearing his throat. The both of them were apparently trying their best to pretend as though they were not completely bothered or embarrassed by the scarf wearing man having been standing there the whole time that this was going on. However of course he saw that attempts to hide the embarrassment, and so his almost giant grin grew somehow bigger.

"So, since you both seem to know each other well enough, I should be on my way. Oh but, before I go…"

The Ferryman started to dig through his pockets, pulling out several other objects that obviously should not have been able to fit into those pockets whatsoever. Some of the most notable of those items being several yoyos that were tangled up together, a Tibetan book on mountain climbing which was then followed by a book on teaching yourself Tibetan, a bag of marbles, another scarf much like his that was instead created from burgundy colors, and a handkerchief that had a knot in the corner. Finally he pulled out a small white paper bag, and with careful hands, gestured for Clara to take it from him.

As Clara took the small paper bag she felt the contents inside it rustle very easily, and couldn't help but look down to exactly what the contents were. And certainly she was a little surprised to see that what he had given her was his favorite bag of jelly babies. Now, based on the memories she had from the other Claras, this small bag of colorful lollies was this Doctor's way of greeting others.

This was his way of earning their trust and learning something about them, mostly on how much they trusted strangers on the first greeting and offering of food. This was his way of saying hello, and so as he handed this bag of glucose filled jellies, Clara suddenly realized that he was now actually saying goodbye.

"Enjoy them won't you? They were from my favorite visit to Twentieth Century London, such a quaint little shop…" He trailed off, whether or not that was because he just didn't want to officially say goodbye or that he had actually run out of things to say, it didn't really matter. The Ferryman turned to stare his older self in the eye, who then only replied by nodded back in return, a grim smile on his face.

Then, with another nod from his curly head, the Ferryman used the punt in his hands to push the boat away from the port, turning to move the boat back into the fog that quickly enveloped him from their sight, any sound that was made by the boat going across the water curiously enough disappearing with him. Clara turned back to her first Doctor when the Ferryman was completely gone, a well-deserved frown of confusion on her face as an explanation was definitely well past due.

"He's gone Clara,"

"I know I saw him leave," He shook his head at her reply, the sadness that was not very well hidden behind it doing nothing but worry her as eventually found words to explain what had apparently actually just happened.

"No, he's gone Clara, the Doctor's strength failed the moment this… 'Something' entered his mind. And now, he's finally gone altogether." Clara looked back out into the distance that was well shrouded by the fog, hoping to prove him wrong by seeing at least the shadows of the boat as it moved across the water, only to find nothing. There was absolutely no sign that he had ever been there, apart from the white paper bag filled with jelly babies that Clara was now holding with a shaking hand.

"Can he come back? If I save your… his… The Doctor's life, will he come back?" He took her hand in his once again, giving it a quick squeeze as he answered.

"Perhaps… hope is a valuable thing Clara, hold onto it," As he spoke, the teacher could see that he had much less of a clue on whether or not the Ferryman could return, and while that scared her somewhat, it also gave Clara the thankful indication that at least he wasn't openly lying and manipulating her. Clara squeezed his hand back and followed him as he gently walked with her down the wooden port and into the dark, forest covered world that was awaiting them both.

* * *

As much as this land that was in the Doctor's mind that seemed unruly and covered in deep and dark forests, it was very surprising that there was a perfect and well cared for stone pathway that cut through all the strange and curious mash of Earth and otherworldly forests and jungle plants. And while Clara liked to think that it was always there, the teacher knew at the same time that it had only just been placed there for her benefit as it would most likely lead her to the places she needed to go.

For a time that Clara and her first Doctor walked along the stonework to wherever it was taking them, neither of them spoke a word to each other as they went along. Mostly because Clara was so taken with the sounds of alien and familiar Earth birds and other creatures. One of the most noticeable was the howl of a wolf that echoed from quite a distance away. There were also the sounds of rustling in the trees and bushes nearby, as if there were creature not that far away from them, and yet somehow were to afraid to creep out to where the two of them could see them.

Really the teacher admitted that she wanted to take just a moment of time to walk through this amazing place that literally was like nowhere else that they had ever been, to hear everything that could be heard and see everything possible through the darkness of the jungle/forest mix.

Well that, and Clara wanted to spend some time by the one person that she had missed the most, which was a good explanation as to why her hand was holding onto his for almost dear life. He didn't seem to notice that much however, if anything Clara took that as a sign that he was completely fine with it and so didn't stop herself. It was… hard for her to admit how much she had actually really missed the physical interaction she use to have with this Doctor.

The newer version however, well he certainly wasn't on board for hugs so she knew he would have hated holding her hand as well. And while Clara could understand that this was a new man altogether and she respected his want for personal space, it did often make her feel… alienated. And Clara couldn't help but think that it was as if he were trying to ease her away from him without being obvious, as if he had wanted her to leave by her own choice thanks to his actions instead of having her outright leave.

As soon as Clara had figured that that was the reason, she had not allowed it to try and get to her any more. She was asked by his old self to take care of him, and Clara always kept to her promises, even if he didn't want her to. After all that was what companions of the Doctor did, stick by his side whenever he needed them, and then wonder off when he told them not to.

"Penny for them?" The bow tie wearing man, that had once been a Doctor, smiled softly after he had spoken, the English teacher unable to help smiling back. Still, as she saw his soft smile and kind eyes Clara couldn't help but remember what Vastra had told her about him after he regenerated. That this exterior of his, his kindness and open-faced demeanor, was a mask for the sake of her benefit, and everyone else that he meant.

Clara wandered whether or not it was terrible to say that she missed this mask of his sometimes, since the current Doctor was more than just a bit of a handful emotionally. He could be somewhat cruel at times, perhaps something that he didn't mean to be but nevertheless he was. His words no longer had a filter and if it wasn't for Clara's tougher exterior and confidence, the teacher knew that she would be very self-conscious and afraid of him at times at how loud his voice could be while he was doing whatever it was he wanted.

Sometimes Clara couldn't help but admit to herself that she missed the mask, the filter, the softer voice, and just about everything that this man had been, which was taken away by a new man that Clara couldn't help but not feel as close to as she was before. And certainly this wasn't helped by the fact that she was currently cross with him in his actions that she found to be very selfish.

Clara missed this Doctor, even though she knew now that a great part of him was just a mask. Sometimes, one prefers the play to reality.

"This 'something' that's in your… his head. Do you know what it is, or how it managed to get in here?" It was a somewhat desperate attempt, but at the same time Clara was well into the deep end of what was actually going at that moment so it was nice to cling onto the hope that for some reason he would have a clue as to what was going on. The raggedy clothed man for a moment seemed a little unsure of what to say, again a sign that he wasn't totally sure of himself in this situation, before he managed to divulge what information on the subject that he knew.

"I'm as just in the dark as he is out there on what this thing is. However I do know that when it started to take over, he had already seemed… distracted for a few days beforehand, as though something more important than his own safety was taking up his thoughts, causing the river of consciousness to fog up like you saw. And so because of his momentary negligence, this 'something' found its way in and started its destructive work before he even bothered to notice."

A scathing remark on how it was impossible for the current Doctor to care for anything but his own safety wormed its way into her thoughts before she could help it. But Clara shook it away and swallowed the urge to say it aloud as she instead tried to think about how this could be useful to discovering whatever it was that was currently eating away at the Doctor's mind. The teacher mulled over it in silence as they continued to walk on, the path still leading them through the dense mixture of Alien/Earth, Forest/Jungle any new destination apart from it still hidden from them both.

This creature that had entered into the Doctor's mind, it must have been very good at hiding for it not to be detected by the Doctor, or his other selves that apparently lived in his mind. Somehow this being had to have found a way to camouflage itself, find a way from being to obvious to spot until it was too late. But how could it manage to do that?

"It had to have been very good at hiding from being spotted until it was too late. But how could it do that? How would be able hide in a Time Lords mind for more than a moment without being noticed too soon?" Clara looked back to the bow tie wearing man, who seemed just as deep into though on this as she was, fingerless gloved hands now holding the battered top hat as he pondered, the head gear being put into a cycle of being flipped into the air and caught again as he thought.

"Perhaps, we should go see the parts of the Doctor that can better answer this question. After all, if you would want to know the best way to enter a Time Lord's mind, wouldn't you go to a Time Lord to figure out how?"

Just as the once-Doctor had finished asking this question aloud, the path they were walking on took a sudden turn to the left, creating a whole new lead for them to follow. He and Clara shared an all too familiar grin of excitement as he suddenly took her hand in his own. The pair then taking off at a run down the path to the new destination that laid ahead of them.

* * *

Clara couldn't help but let the excitement that she used to regularly feel bubble back into her chest as they ran, the nostalgia of every Wednesday meetings and just being completely enchanted by the beauty universe making a comeback. Sure, she had sometimes remembered how this use to feel when she and the current Doctor would run from danger together, the old days feeling as though they weren't that far gone (even though they weren't that long ago in the first place).

There seemed to be no sense of exhaustion in this reality that the Doctor had in his mind, as instead it felt to Clara that they could run on forever, or at least not be tired out when they finally reached their target that was placed at the end of this path. Any conversation they might have had in the meantime was pushed away b the wind that blew their hair back, the calls of strange animals that surrounded them becoming something of a symphony of sound from all around them instead of just the random cries and other sounds of creatures in the darkness between the trees and shrubs.

In fact, the longer they ran down this path, the more the animal's calls and other sounds seemed to morph and change, the wolf and bird calls for instance morphing slowly into something of a flute's echoing notes. The random rustling of creatures to afraid to stand into the light turning somehow into something of a percussion, a rhythm from some kind of instrument that Clara couldn't place just yet though she guessed that was because they were still too far away to know for certain.

Still even as Clara thought that, they grew closer and closer to this apparent destination, the more definite the animal sounds became specific instruments. The rustling/ percussion became the sounds of spoons hitting against each other, and the animals howls and cries/ flute turning into the familiar toots and high notes of a recorder. However this was not the same type of recorder/spoons playing that the teacher was familiar with from the Coal Hill High School's lowest grade instrumental program.

This wasn't the sounds of young teenagers that weren't really all that bothered with getting through the song and instead were looking to the clock, waiting for the moment when the hands would reach the right place so that the only bell they ever cared about would make its own beautiful sound. This music that flowed through the strange forest of the Doctor's mind was so different from that, the every note filled with a sense of passion that she had never heard before and didn't know was possible from such instruments.

Eventually the trees of the strange forest/jungle broke away to a somewhat shadowy clearing which was empty apart from a stone table and two figures that stood on both sides of it, their descriptions hidden in the shadows at first, so the pair walked closer into the clearing. The two figures didn't seem to notice their approach however, as instead they seemed too busy with whatever was on the stone table and the instruments that they had in their hands.

As they got closer to the two figures, the first thing that Clara's eyes laid on was for some reason, was what was laying on the stone table that had the two men's most intense concentration. And it was actually, of all things, an ordinary Earth chess set. What was interesting about this set however, was that despite how otherwise perfectly it was set up and ready for use, both Kings were knocked over, symbolizing surrender on both sides.

The two men that were playing this strange game of chess were of course once Doctors themselves, the playing of a blue stripped recorder and shiny silver spoons being first indication of which Doctors these men had been before the teacher's eyes even laid on them. So of course it wasn't too much of a shock to see these figures be revealed as the shortest, and yet most cunning Doctors of all the thirteen.

Silver spoons clinked speedily in the hands of question mark sweater vest wearing man. His eyes were hidden from sight by the shadows his hat casted over his face, and while Clara looked to him, she couldn't help but remember a saying that her mother had once told her, something about the eyes being 'the windows to the soul' and where 'true feelings were set free'. And so found it suspicious of him to hide his true thoughts from them all, but it wasn't all that surprising.

Clara had known of this Doctor through the memories other Clara she had been, and at the time felt that somehow this Doctor was aware of her true nature whenever he saw her, even though it was too soon for him to know anything about it. Truly he had always seemed like a man that had known too much of the future and other people than should be good for him.

He was considered one of the most cunning because of his amount of knowledge he shouldn't have ever had. The way he manipulated the people around him to suit this knowledge and his own ends made him emotionally dangerous to the ones he might have actually truly cared about. The companion he had had for most of his life and manipulated the most out of everyone, (Clara tried to remember the woman's name but all she could think of at that moment was something about 'playing cards'), eventually left him because of this reason.

After she left, Clara was not really sure what the seventh Doctor did next, the memories of the people she had been not that sure on whether or not he had continued to manipulate others, so either he had stopped in that after the action of his companion leaving changed something about him, or he just learned how to do it with more subtlety then before. Nevertheless, all this information made it understandable to Clara as to why he would be the one to go to in order to understand how to manipulate a situation to your advantage.

The other man, who was playing the blue stripped recorder with as more fluid actions than his age telling hands seemed capable of doing. His eyes at least could be observed by Clara, and yet at the same time it still felt as though true thoughts were being hidden away from her, as if he had somehow managed to perfect the act of fogging over those windows to the soul. His sort of beetle's hair cut seemed to alter between the darkest black to ivory white in the corner of Clara's eye.

Being the second Doctor, he was the first to be cunning, the first to manipulate and plan ahead of his opponents and enemies. However he was not a good at the sleight of hand as the Time's Champion that his opponent was, this man's manipulation sitting mostly with his enemies than his companions, though of course that didn't mean that he probably didn't try. But being the younger man that he was in comparison to the seventh that now stood across from him, he stepped down from those kinds of mind games and allowed himself to be caught but the Time Lords, his change then enforced by others.

Still he was cunning just like the seventh Doctor, and therefore would be the perfect chess opponent for him. But that didn't explain exactly why the Kings on both their sides of the chess board were knocked over, still symbolizing the surrender of them both, an action that really neither of these Doctors would be okay with making if they had more choices. Then again being unexpected was part of the mind games that they played, so this also made some kind of sense.

Clara looked back to her old Doctor as he seemed to be taking a moment to smarten himself up, at least the best that he could do with his combination of battered and worn out choice of clothing. Once he was done, he strutted over in his usual strange way to the two other Doctors that were by the stone table, raising a hand in greeting to the two of them, though it took for him to speak for the two chess players to actually notice him and Clara.

"Good morning!" The music that had flowed naturally from the both of the men stopped as soon as the last syllable left the raggedy man's lips, the instruments in their hand becoming forgotten as they were laid carefully on the empty gap of the chess set, just in front of their separate pieces. Their eyes turned to look to the oldest Doctor in the clearing, the hidden eyes of the seventh and fogged over ones of the second watching him for a moment before one of them bothered to say anything to him.

"Nothing good about the mornings we've been having lately, Dearie me," The once second doctor grumbled the last of his answer to himself as he wrapped his too big black cloak tighter around his middle, as if some kind of cold wind was starting to pick up, his frown accented by the wrinkles on his face. The once eleventh Doctor nodded in understanding, his hands rubbing together like he usually did when he was thinking as he tried to take part in some kind of small talk with the two chess players. The once seventh Doctor however, did not seem all that interested in idle chat, which Clara could understand in the circumstances.

"There's no time for that, he's burning the midnight oil from both ends out there as it is," The once second Doctor looked somewhat annoyed with the mixed metaphor that interrupted his attempts to chat, and Clara wondered if this was a regular occurrence that he put up with. Well, at least his chess partner didn't complain about his recorder playing as other incarnations were known to do. It was probably because of that, that the frumpy clownish man said nothing and looked back down to the stone table, looking over his white pieces on the chess board, the king still ignored and left in its surrendered state.

"Yes well, that's why we're here. We wanted to know what you would think as the best way to get into a Time Lords mind seemingly without him noticing; essentially what the best camouflage would be so as to not be too obvious?" The two chess players looked to each other for a moment, silence falling over the clearing as Clara and the raggedy man awaited their answer, though the teacher couldn't help but whisper a small conversion between just the two of them to try and pass the time.

"If the fourth Doctor was strength, then who are these two?"

"They are the Craftiness and Manipulation, necessary for every plan the Doctor makes, even the ones he's not proud of," Clara nodded in understanding as she looked back to the two still silent men at the stone table, pondering over what kind of decisions these two had to have made for the Doctor. Her thoughts couldn't help but lead to a specific point, and the teacher looked back to the man next to her, her question instant before she could even stop herself.

"Every decision is run by them?"

"Yes,"

"Every single one?"

The raggedy man looked back to Clara, deadly silent for a few moments, almost as if he could also see the memory that was replaying in front of her eyes. The memory of watching every light on Earth go out and knowing that the fate of billions of lives was in her hands, and that both decisions she could make in that moment, didn't sound like the right ones. She didn't have the help of different voices of other lives in that moment, not like he apparently had.

Clara wondered if they were the ones that told him to leave.

"Yes," The Raggedy man interrupted that horrid thought, as if he were hoping that he could cut her off before she reached that point, only to know that it was too late. The teacher's eyes looked back to the two men that were still standing by the chess board, questions winding their way through her mind. And yet, when Clara seemed ready to finally ask something aloud, she was interrupted by the two turning back, their answer apparently now ready, and oddly enough just in time.

"Well, what is the sum of a man?" Apparently the Doctor's mind couldn't be free of any of the damned riddles that Clara often put up with when her current Doctor was feeling like messing with her head for some reason. Truly the old Doctor that was now standing beside her was no better in that department, often telling riddles that had the teacher walking in circles trying to figure it out. Thankfully this one that the once second Doctor had spun on them was not that difficult to figure out as her bow tied had the answer not long after the question was asked.

"His memories,"

"Indeed, the nameless creature started out hiding somewhere in our memories, almost completely invisible to his preoccupied mind before it started to spread," The panama hat wearing chess player picked up the pace, though of course couldn't pass up the chance to roll his R's in the right moments. However no amount of mixed metaphors or R rolling was going to hide from Clara the fact that he was extremely worried, in fact all of the Doctors that were standing in the clearing at that moment were suddenly so very concerned.

"So we have to go to the Memories, find where the creature begins and cut it off from the stem. Doing that should reset the Strength, clear the fog and put everything else to rights," Clara wanted to breathe a sigh of relief at how easy that seemed to sound in the face of it. But at the same time she couldn't help but feel as though it was not going to be that way. If something could go wrong in this situation, there was a good chance it will, she knew this well enough after all the adventures she'd had with the Doctor so far, which on nearly every occasion, something did manage to go wrong.

"Splendid, well off you pop then!" The one second Doctor clapped his hands together much like the raggedy man did when he was celebrating, his chess opponent in the meantime looking back down to the chess pieces on the board. Then, with nimble hands that told of his professional experience with playing chess games, except with the possibly of real lives being used more than just pawns. Those hands of his picked out the white and black kings from their fallen places.

In almost a magician at a magic show, the once seventh Doctor held out the two pieces out for them to see on open palms, before hiding them again from sight by his fingers curling slowly inward. For a moment nothing there was silence as the man's head tipped back, allowing Clara to see that his eyes at that time were closed in concentration.

"Well Clara, pick one," The raggedy man whispered in his former companions ear before nudging her gently to move forward, an action that Clara didn't bother to argue against as instead she slowly walked forward, hand outstretched as a finger gently prodded at the fist she was sure she remembered holding the White king. The fingers unfurled in reaction to her prod, revealing the empty palm that caused the English teacher to question her memory.

The cream panama hat once again covered those mysterious eyes so instead Clara could only see the mischievous smile in reaction to her confusion. There was no verbal reply as instead he pointed behind her. Clara followed the direction, trying to ignore the connection her mind couldn't help but make of his smile and those that she had seen during her English classes, the ones in the Norse mythology of Loki, the trickster god.

Behind her, where there was once an empty space now stood a lone door.

The small king shaped window in the middle of the wooden door was the only evidence there was that the sudden appearance of the door was because of the two now disappeared king chess pieces. The door was otherwise decorated by very well etchings of more Gallifreyan symbols across the doorframe, much like the ones that were across the boat that had brought Clara here. The doorknob was made of laser cut glass in the shape of a diamond, the sunlight that shone through the branches of the forest/jungle hitting the glass surface, causing a rainbow of splintered light to reflect on the ground around the door.

Clara moved closer to the new door, her hand gently closing over the glass doorknob which caused the splinters of rainbow light to disappear. The doorknob only needed a slight turn, the door needing the smallest of force for it to open completely. Though it was on the other side of the door that still managed to surprise the teacher despite of everything she had seen already in the Doctor's mind.

On the other side of the door, instead of more jungle/forest, was what looked like a dimly lit room, the bookcases that were a hallway apart and on both sides of the door spoke of this room being something of a book room or a library. The scent that flowed from this new room was that of old parchment and paper, this aroma being a memory catalyst for all those days that Clara spent in one of her past lives in the military records room in 1940, or in the life that she was in now and how she spent her time spent in the Coal Hill High School library while teaching.

"Come along Clara," The raggedy Doctor said as he walked steadily through the doorway and into this book room/library, his hand was held out for her to take. And at first, the teacher was ready to take the offer and continue on in their venture to save the Doctor. However the questions that she had for the two chess opponents, the Doctors Craftiness and Manipulation, queries that would not leave her alone if she didn't try to face them.

"You go on ahead of me, I'll catch up," Clara whispered to her Doctor, who looked somewhat unsure before finally nodding in agreement and walked further through the new room, waiting for her by the bookcases as the teacher turned back to face the two chess players. They already seemed to know what it was she was going to ask them about, the guilty expression of the once-second Doctor and turned back of his chess partner being evidence enough of that.

Nevertheless Clara felt it necessary to ask her questions out loud before the subject could be possibly changed or they spoke first. She felt no need to explain the situation completely hat she was asking after, if this was the part of the Doctor's mind that checked over all decision and plans in his mind, then they would know what it was that she was asking after. Her main question took only seven words because of this, but still it meant so much to the teacher that she would receive some kind of answer.

"Did you tell him to leave me?" In her mind's eye she saw the moon base again, the Doctor telling her to deal with the dangerous situation by herself before taking off and abandoning her. Clara was brought back from the memory replay by the voice of the once-seventh Doctor.

"No, we told him to stay and he didn't listen," His head lifted and for the first time since Clara had entered the clearing, she saw his eyes for the first time. No shadows and no panama hats to cover them anymore, just so the teacher could see into his eyes, and know that he wasn't lying. There was no manipulation there, only the truth that Clara had no choice but to believe.

This wasn't the answer that she had wanted to hear, but then again she hadn't wanted to hear that they had told him t leave either. Really Clara wasn't sure what answer she was expecting, since it wasn't going to take away the fact that it had happened, he had abandoned her and apparently had done so by his own volition, what amount of explanation could change anything about that for the better?

Still, Clara couldn't help herself for the last question.

"Why?"

The two chess players looked between each other before looking back to Clara. Their answer was thankfully not a riddle or a game, which was probably the best thing to do since whenever it came to this subject, Clara was not in the mood for playing around.

"We're not sure, but his Conscience might know," Given that she was in The Doctor's mind and that she had already met his manifestations of Strength, Craftiness and Manipulation in something of the flesh this thankfully wasn't as confusing as that answer might have been in any other circumstance. Clara nodded, finally accepting that her questions for these two had been answered, and so turned around to walk through the door.

"Wait my dear," The younger clownish man's voice stopped Clara before she could leave as he turned back to the stone table where the chess board still remained, his hands gently picking up both the blue striped recorder and shiny silver spoons, quickly pressing them into the teacher's hands. On this occasion, unlike the one before with the Doctor's strength, Clara knew now what this meant, and felt her face go a paler.

She went to speak, possibly to tell them to come with her, to save them from this 'something' that was going to take them like it took the Doctor's strength. Or maybe Clara was going to tell them that she was sorry, or that she didn't blame them for anything. Nevertheless Clara was interrupted before she could say whatever it was that would have been created from her vocal cords, the two chess players both holding up their right hands to stop her before the teacher could even try to speak.

"It's too late for us to run my dear,"

"Our numbers up, it has been for a while,"

"What's important is that you keep going,"

"Stop this creature in its tracks, before it takes more of us,"

Clara looked between the two of them, hearing the Rolling R's and flippant tone as she became aware that it might be the last time she, or anyone would ever hear it again. The teacher softly nodded in agreement, the recorder and spoons going into her pocket alongside the bag of jelly babies that the Doctor's strength had given her.

"I'm-"

"Goodbye Clara," The once second Doctor held out his hand, and the teacher took it and shook firmly before carefully stepping back and turning around.

The moment that she turned around, Clara felt their presence disappear, as if the second she was no longer looking at them, this creature had taken them. She wanted to turn back around, perhaps in the hope that she would get a good look at whatever this 'something' was. But at the same time she could feel her hands shaking, and could see the raggedy Doctor calling for her just beyond the doorframe, his hand gesturing for her to come along.

Moving faster than usual, Clara walked through the doorframe and into the book room, the moment her left foot stepped off the forest/jungle floor and onto the wooden floorboards, the door slammed behind her. The sound caused the teacher to flinch and accidentally turn back around by simple human nerves. However what Clara saw behind her in the place of where the door should have been, was instead a book case covered wall, a dead end.

They were gone.

"Clara," A hand clasped onto her own, and she looked up to see her old Doctor smiling sadly at her. She shared his half hearted attempt at expressing comfort and walked with him, hand in hand, through this new part of the Doctor's mind.

* * *

**Please review, constructive criticism always welcome. **


	4. The Library

Silence seemed to have taken over the time that Clara and her old Doctor had together. They hadn't spoken much when they were in the jungle/forest, and now it seemed as though they weren't going to speak here either. Clara however, wasn't ready to accept that this was how it was going to be while having this adventure, especially since it had been nearly a year for her since they both had traded words in the way that they were now.

The English teacher stopped walking, the slight tug that came from her hand holding onto his own gaining the Doctor's attention to this fact. He looked back to Clara, a little worried at first, but eventually relaxed when he saw that she wasn't hurt or harmed in any way. But that didn't wipe away the now curiosity that he had to why she had stopped, something that Clara quickly answered to as she finally got to speak with the Doctor's attention.

"Hey, I haven't seen you in what feels like… forever, and we haven't really talked,"

"Clara, we have talked since then,"

Clara decided it best to ignore the almost could be described as 'disappointed' feeling she felt when reminded of the other Doctor, the magician that had so cruelly abandoned her, and yet now was depending on her to survive. Swallowing that back, she instead focused on Her Doctor, the one that she had not seen in what felt like such a long time, at least longer than what actually transpired. The one that was standing there with his usual bow tie, oddly crooked smile and eyes that twinkled as they hid what he could be really thinking.

The Twelfth Doctor's eyes had not twinkled, shined or even really glimmered like his old self. Even when he seemed to be happy. There was just something to… honestly open about them, that when coupled with their wide stare and the fierce eyebrows, it was found to be something that for some reason, Clara couldn't really handle by herself.

"I know, but we haven't talked like this, as you- as we are now. I miss this, I missed you," Her Doctor continued to crookedly smile after she had spoken, his hand gently squeezing her own as he turned his whole body now to face her, no longer thinking to continue on their journey until Clara felt like it.

"Okay, how have you been?"

The raised eyebrow could not help itself, after all that opener to a new subject in their conversation was one that many of the teachers in the lounge would use when they weren't really all that bothered to hear the answer that came as a result. Besides, Clara already knew that this raggedy Doctor lived in his future selves' brain, therefore already knew everything that had happened to her so far, even if there were parts that she wished he didn't know.

"I know that you know how I've been. Just… what about you? I mean tell me what you've been up to,"

"Not that much, once a regeneration comes here… well it's a lot like retirement." Clara tried not to smirk at the thought of the Doctor in a retirement home, slow bowling and learning to knit. It was hard to miss the slight grimace that her Doctor wore at the use of the 'R' word, but it was very easy to understand why. The thought of slowing down and handing in the TARDIS keys after the long time that he had n the role of the Doctor; well it wasn't pleasant at least.

"I had gathered that much, but what about… I mean your fourth incarnation said that all Doctors here have something of a job or become a part of his brain," It was still a little hard to grasp, in the sense of whether or not these Doctors literally became these 'attributes' such as Strength, Manipulation, etc, etc. Or if they just took it on as a job, and remained the way they always were when they were the Doctor. Though of course once again, Clara had to admit defeat in that she was never really going to find out. Really she was lucky enough to know that this was a factor in how the Doctor's mind worked.

"Ah, and you want to know what part I play?" The raggedy man didn't bother to let her answer the rhetorical question as he continued on to explain himself. As he spoke the both of them subconsciously walked onward through the book filled room, the scent of ancient paper and inks surrounding them as they travelled along.

"When I came here, there wasn't that many 'places' open for me, after all he is eleven regenerations in by this point. However, I was never content with the notion of staying in one place to do one obligation here for all eternity like the others in the first place. After all, the Doctor's mind is massive sprawling area, almost like the TARDIS in its infinity, and all that space is just waiting to be explored."

"So, you're now his…"

"I'm a wanderer, untitled in obligation for the moment as I just travel from place to place,"

Clara couldn't help but smile, yes that sounded exactly like this Doctor, too impatient to stay in one place and pass the time when there's more to see and explore.

"You're retirement plan is better than mine," Clara commented with a smirk as the pair finally continued to walk on through the bookcase filled halls. As they went along, the Doctor would take a moment or two to stop and inspect the titles of the books that surrounded them, muttering to himself as he ran his finger down the golden words that were printed onto the old book spines.

Sometimes he smiled, other times he would frown deeply and move on before Clara could bother to ask. This process continued on for a time before finally a certain bookcase managed to stop him in his tracks and have him standing

"Doctor? What's wrong?" Clara walked to the Time Lord's side, looking to the Doctor to see his reaction, and was a little surprised to see his eyes shone with some sense of… pain. Clara turned her head back to the book title that his finger remained on, the golden letters shining brighter thanks to the light bulbs that hung overhead. Seeing the title made her understand all the more the expression he maintained as memories seemed to haunt him.

**Donna Noble's Farewell**

"Doctor…"

There were more books on the shelves that matched the unfortunate one that managed to catch the Doctor's unfortunate attention, all of them ending in the word farewell and beginning with a person's name. Considering the identification that was on the first book they saw, it wasn't hard for Clara to assume that the subjects of these books were past companions of the Doctor. The books apparently detailing the moments when they left the Time Lord's side for good.

There were names that the teacher recognized, and some that she didn't. Next to Donna was Martha, then Rose and so on. This certain bookcase was much bigger than the others, and certainly one of the better cared for, which did make sense considering the subject the pages of those books held within.

A hand gently pulled Donna Noble's book from its place, the Doctor trying not to show the shaking of his fingers as he flipped open the book, the pristine white pages almost glowing as brightly as the golden title. In fact, Clara noticed, the pages seemed to be growing brighter with every passing moment. Eventually the teacher felt the need to shield herself from the light; the Doctor on the other hand seemed not in the least bothered by it.

Clara eventually lowered her hand when the light dimmed, revealing the contents of the book. However, unlike any other book that the English teacher was more familiar with, there was not one singular written word on the page. Instead in its place the page was filled with an image, replaying over and over, the sound never straying from the path se down.

In the image on the page held the presence of a certain fiery redheaded woman, who on this occasion seemed rather unlike herself in that she was incredibly upset. Clara could tell that this was from the perspective of the Doctor, as hands were gently placed on either side of the woman's temples, thumbs brushing away her tears as she pleaded.

"_I can't go back, please, no!"_

Clara gently closes the book as it is still held in the Doctor's hands, not wanting him o have to watch the replayed event anymore. The Doctor didn't seem to notice or really care as Clara took the book from him and carefully placed it back into the bookshelf, taking a small moment to once again scan the names of the companions of the past.

Of course the thought of when her very own farewell book would appear on this shelf, and exactly what would be continued within passed through the teachers mind, but still Clara shook it off and tried to ignore it. And what better way to ignore it than to notice something wrong in this situation. Thankfully enough, that is exactly what happened as the English teacher turned back to her Doctor, notifying him of what she had noticed.

"Doctor, there's one missing,"

The Time Lord's eyes followed Clara's pointed finger, and of course she was right as the very first book was missing from its place on the bookshelf. The Doctor's eyebrows furrowed in concern as he once again scanned the names that were printer into the spines, searching for one in particular that was apparently missing from the rest. When it seemed that he couldn't find it no matter how many times he looked, the Time Lord stood back a few steps from the bookcase, and looked to the further unexplored bookshelf covered halls.

"I wonder," He mumbled so softly under his breath that Clara had to strain his ears in order to hear him, and as soon as she did manage to understand what he said, she had to strain her legs in order to catch up to him as he practically bolted down the hallway (despite the fact that he was walking). The bookshelf they were standing at disappearing around a corner rather quickly as they continued on, the bow tied wearing man leading himself and Clara down a path that he apparently knew like the back of his hand.

"Doctor? Where are we going?" The Time Lord didn't seem to even acknowledge that Clara had said anything as he continued on, one completely filled bookshelf after another passing them by as they continued on. In fact the more they walked on through this nearly endless corridor; Clara began to notice the state of the bookshelves. In that none of them seemed to be as well treated as the one that held the books concerning his companions.

But before Clara could think more on it, the Doctor stopped in place, the English teacher running nearly straight into his back. Stepping back so that she was by his side instead of behind him, Clara got to see what it was that had managed to cause the raggedy clothed Doctor to stop right in his tracks.

_Grandfather!_

Another golden covered book, obviously the one that had before been missing from the bookcase, was propped up on a desk that was strategically placed in the centre of the room, so that anyone who entered it would see the page it was open on. The page contained the image of a girl who looked the age of a teenager, though of course it was only because of Clara's multiple lives, one in which she met this person, that the teacher knew different.

This young girl was Susan, the granddaughter of the Doctor. She was clearly upset, tears rolling down her face, left unchecked and streaming as her hands were too busy balling up into confused fists. The image repeated, the single moment that most likely showed best the young girl's emotions in this situation.

Clara looked back to her Doctor, seeing an impassive expression, an attempt to hide the real feeling underneath. She didn't verbally point it out; there would be nothing to gain for either of them if she did that. Instead, the teacher takes his hand back in her own, hoping it would be an anchor enough for him, since it was all she could provide.

_Grandfather! _

Once more the image repeated, the expressions of confusion and pain playing again and again across Susan's face. Clara still said nothing as the Doctor's hand left the hold of her own, instead just watching him as he stepped forward and carefully closed the book, ending the repeated image and sound, leaving the room in complete silence.

The Doctor's back remained facing Clara as he held the book in his hand, fingers gently touching the name of his granddaughter embedded on the cover. She could see the real emotions of this raggedy man in the tenseness of his shoulders, the slight shake of his hand as it moved back to hang limply by his side. After all this time and it was still hard for him to look back on, to remember.

A small cough interrupts the moment, and when the Doctor turns to face its origins Clara can see that he is pushing what just happened away from his attention, almost as if he was thankful for the distraction.

An old man, the creator of the cough that diverted their attention, walked out from the shadows cast by the tall bookcases. His eyes are the right shade of blue, the one kind that seem capable of turning from warm and kind to bitter and cold within the time frame of a pin drop. The eyes are well complimented by his long hawk-like nose and silver- snow colored hair being combed back to show his pale, nearly skull tight forehead. Hands clutched a walking cane, a green shine from the ring on his finger winking briefly from the reflection of the oil lit lights hanging above their heads.

The green of the jewel was certainly an offsetting color to that of the Time Lord Robes that he wore, the proud maroon of the Prydonian chapter. And yet it was somewhat obvious that despite the pride the old man felt in his appearance, there was also a feel of discomfort, as if the large curved collar that caused his head to look smaller in comparison, was as much of a hinder to him as it was a show of his authority.

"Just what are you doing here hmm? Well? Nothing to say for yourself?" The first incarnation of the Doctor muttered as he took several more spryly steps than Clara would assume a man in his physical age would be capable of, wagging a disproving finger in his younger (or rather older) self's face. However the Doctor just reacted from his past self's anger with a calm back step and even tone.

"We're being attacked, something is diminishing us, a disease of some kind, We need to look through the memories, find the exact point that we were infected-" The raggedy Doctor was interrupted in his little run down of what was going on, by his (weirdly) younger self as he waved a hand in dismissal, speaking over him in order to get to a point.

"Yes, yes, yes young man I am well aware of that. After all I wouldn't be a very good manifestation of memory if I couldn't remember hmm? Well, well I'll go and fetch those recorded documents of the new chap shall I?" With another finger wagging and chuckling under his breath, the older looking Doctor wandered off into the maze of books and oil lamps that hung from the ceiling.

"The memory section is usually cut off from everyone else, he prefers it that way. Wants to stay away from the rest of us and remain in the past, even if it includes the more painful parts," The Doctor explained as Clara's gaze moved back to the golden book that held the memory of his granddaughter's departure from his side.

"He wants to stay in the past, and does that by recording the present. Wouldn't that be a constant reminder that the past is history?" the English teacher couldn't help but question that point, but a look from her Doctor said that he would prefer not to talk about it anymore. Clara obliged, but couldn't help but wonder if he would also like to stay in the past.

The silence that fell between them after Clara's question was answered, was interrupted by the return of the old man, carrying a few heavy volumes in hand that were apparently the recorded memories so far of the current Doctor. The less perfectly bound books, when compared to those that were referring to his companions, were placed on the desk in the middle of the room for Clara and her Doctor to search through.

Clara carefully looked on the first book on the pile, hands moving almost without violation to open the cover and flip through the pages, the action ending on a certain page apart from all the others. It took a moment for the memory to be shown, but when it did end up on the page the English teacher couldn't help but wish she hadn't.

"_Clara be my pal, tell me. Am I a good man?"_

"_I… I don't know,"_

She had tried her best not to look at him from the corner of her eye, but still her attempt failed as Clara's curiosity just had to know what her Doctor thought of this. His expression however, was blank and guarded, hiding any of what he really thought from his face. Deciding to take the moment for this not to become a subject of conversation, Clara continued to flip the page past the memory, hoping for it to be… forgotten.

The raggedy Doctor had also procured himself a memory book of his successor and was flipping through the pages at a faster rate than his companion. But then again Clara was well aware of the Time Lord ability to read was on a higher standard than humans, after all she had been a Time Lord herself, well, a shard of her being whilst in the time stream had been.

It was so strange to still get use to that thought, that she had lived several different lives all over the universe, and all of them at some point involved with the Doctor. Her memory, being human of course, didn't allow for her to remember ever single moment, but every once in a while she would find herself reminiscing about memories that were from those lives, facts and figures that the other Claras had known.

She had slipped up somewhat once, whilst having dinner with Danny. They were talking about the Tower of London, having recently had to escort a school excursion to the famous London historical site. She had commented off handedly that the brickwork in one of the blocked off cells was rather weak and susceptible to a constant force against them. Danny's strange look was enough to have Clara changing tack and quickly making up an excuse that she had heard it from the tour guide.

Truthfully in that moment she remembered being in 1488, just as clearly as she was sitting at that table across from her boyfriend, and having to push those weak bricks out herself with fellow prisoners to escape. And yet, much like every other time, as quickly as that memory came, it was gone again and any memories that would come from being Clara in 1488 were punched to the back of her mind, perhaps to never be unlocked again.

Still, it wasn't too much of a trouble to keep to herself, so Clara had felt no need to tell the Doctor about it.

It was at this time that Clara realized that she hadn't flicked the pages in a while and quickly started again just to make sure she didn't land on another memory that would be a rather awkward conversation topic. So far she wasn't seeing anything out of the ordinary, but then again it seemed she was still looking at memories in which she had been there and around him. Clara flipped ahead to the last page, just to see where this book ended.

_-"That was you, my friend making me scared, making me feel like"-_

Clara slammed the book shut as quickly as possible the moment she recognized the memory, and avoided all eye contact for those few tense seconds. While that was going on the English teacher took this time to wonder exactly why she had the worst possible luck in the universe.

When it seemed like the moment had passed, she eventually felt confident enough to sneak a look to the youngest, and yet oldest looking incarnation of the Doctor, who had apparently decided to take his time making some tea. Guessing that looking through any more books would only result in even more horrifyingly awkward memories being found through the pages, Clara instead walked carefully over to the other Doctor for something of a chat whilst the raggedy man continued to look through the pages.

"Must be nice to take a break from all this document taking for once, even if it's because of this situation," Clara carefully stated as the older man smiled kindly and laid the tea tray down on the available space left on the table, which had been recently made by the Eleventh Doctor's continuous flipping through pages and neatly sacking of ones he had gone through.

"Oh I've had nothing of the sort my dear, no no… This disease has spread throughout the Library and rather quickly at that. Corrupting the books, and even wiping pages of memory altogether. I've had to pull double the effort more than once just to keep the memory banks in… er, online enough to keep his mind running," When sitting in his chair, the English teacher could see now as he hunched slightly in his chair the exhaustion splayed in his expression, which betrayed every tiring year this incarnation has had to live through whilst being in this place.

"Is there anything we can do to help?" Clara asked as she was handed a small cup of the amber, milk lacking , tea from the first incarnation, the heat from the china cup bringing warmth to Clara's hands were she wasn't even aware it was lacking.

"My dear you're already doing it, getting down the core of the problem as it were. Now, I'm certain that I will be the very last to go in this ravaging of the Doctor's mind. Memory is the last to fail us in the end as it were. Therefore I can keep things here going long enough for you to hopefully resolve the issue, and bring back those other fellows as well," The old man replied before he sipped from his cup. The raggedy Doctor continued to flip through book after book, his tea growing cold whilst he hummed in agreement with the other incarnation. Clara took a sip from her cup as well, and was surprised by the sweet, minty taste of the tea as it touched her tongue.

"This is amazing," The teacher couldn't help but comment as she felt her stomach warm up at the delightful feeling of the tea. For some reason it made her feel more relaxed, both emotionally and physically.

"Hmm, yes I thought you'd appreciate it my dear, it's from one of our favorite memories, a visit to Peking in the early Qing Dynasty… Hmm… I believe we were the fellow with the frilly clothes at the time…" The older Doctor looked somewhat bemused by the fact that he didn't seem to have the ability to double check the memory bank, possibly because it had also been infected by this 'something'.

"Might it have actually been when the Zygons were attempting to overtake the Chinese Government for control over their armies, or from when the Silurians woke from caverns underneath the hot springs and tried to destroy Hong Kong with one of their large dinosaur pets?"

" Hmm… I was certain it was the Qing Dynasty… Did Japan really make a movie about the events?"

"The Chinese politicians certainly made sure the proceedings were completely different from what actually happened, but yes. Created something of an entire movie genre you know. But when they said they wanted to recreate the Menoptra's help in the whole debacle I didn't know that it would mean a giant moth- Found it!"

The raggedy Doctor's finger pointed down on a certain page of the book, the twentieth book to be analyzed in the pile of the newest incarnation's memories. Both Clara and the old man stood from their seats and joined his side of the table to see the memory for themselves.

There was no voices in the memory to be heard, just the sounds of footsteps and various lever pulling and button pressing as they could see the current Doctor walking around the console. The lack of voices or any other sound was rather off putting, something Clara wouldn't have noticed unless she had been around this incarnation for as long as she was. This incarnation, well he wasn;t as much a fan of the gab as the man before him, but he certainly didn't like the silence in between conversation any more than anyone else.

Clara remembered that often times she would be walking through the TARDIS corridors and catch him out of the corner of her eye, walking off somewhere else and muttering one thing or another, possibly a math problem or other intellectual equation that would be needed in order to pilot the time machine.

So when she saw this memory replay of him, just walking around as silent as the grave, not even bothering to whisper something to himself, the teacher couldn't help but feel a little put off. The two Doctor's that were standing beside her were also somewhat put off by this oddity.

For a few moments everything else seemed normal, until the Doctor's attention was suddenly diverted to the center column of the console, the usual colorful lights of the moving section suddenly dimming down and changing to a deep red. Clara's eyebrows furrowed in worry as the Doctor in the recorded memory started walking faster around the console, looking to the scanner for some answers that would have been provided by the Gallifreyan writing on the screen, only to find there was nothing different according to it.

"The scanner must have been corrupted… something got into the TARDIS before it got into us," Clara looked to her Doctor as he spoke, and all at once a sinking feeling began to take hold in the teacher's stomach as she turned back to the raggedy man.

"I'm still in the TARDIS," The thought of being infected with… whatever it was that was currently breaking down the Doctor's large mind, then it was certain that she wouldn't last even a fraction of this long.

"I think you'll be alright out there my dear, it seems rather occupied with us at the moment," The old man hummed as he continued to watch the memory on the page, which was when Clara's attention was brought back to it and away from any fear for her own safety.

It became apparent that in the memory, the console had become completely useless as none of the Doctor's actions managed a response from the TARDIS. Instead the lights not only remained a dangerous warning red, and yet also dimmed into darkness. Whatever the Doctor was thinking on how to mend the situation, it included leaping erratically down the stairs to the lower level of the console room and tearing through the tool box and drawers, clearly looking for something.

However it seemed that the Doctor ran out of time to find whatever it was he needed, as a nearby electronic component of the control room that was by the desk exploded, sparks exploding outward before being followed by a thick smoke that started to cloud the Doctor's vision.

With each second that passed the thicker the smoke became, certainly it was much worse than Clara had remembered it being when she had come across the TARDIS. It became so bad that soon the Time Lord found himself stumbling through it, trying to possibly make his way back to the console in order to get things back under control.

Whilst doing so, the Doctor started speaking into the smoke, his tone as fierce and eyebrows as furrowed as ever.

_-"I know you're there, and whatever you are it doesn't really matter. You see, you're in my TARDIS now. And I don't like unexpected visitors that trash my home. So you best pack up whatever plans you've gotten into your head abut attacking me, and get out,"-_

There was nothing in reply for a time, but silence and the occasional electrical spark of the now malfunctioning TARDIS components. Suddenly there was a loud crackling from the TARDIS' audio scanner, followed by a long ear piercing tone that lasted a few more seconds than was really necessary. The Doctor in the memory scoffed as it ended a voice crackled from the speakers.

_**-I-I…- **_

_-"Using my TARDIS to communicate? Sounds like someone with appearance issues. Or do you not have a body? I so hate dealing with uppity and destructive parasites. Well? Hurry up and tell me what you want,"-_

However any other sarcastic comments that the Doctor had for the strange entity that was in his TARDIS and taking over the audio components of the scanners, stopped short in his throat with the reply the creature had for him.

_**-I… I see you have regenerated Doctor… I have changed too since we last met. Perhaps more than you can bear this time. I have progressed, to a new and glorious level of upgrade. I am more than the simple physical being of the past. My intelligence has grown as I've stayed my hand all this time. Doctor… truly I am now… very clever,"-**_

"No, it's not possible," Clara looked up from the book to the now prone figure of her Doctor; the disbelief was as much in his eyes as the fear was in her's. Already the English teacher had a good idea of what that being was, and was already feeling the worry tying knots in her stomach.

"Doctor…" The teacher couldn't think of anything else to say, not that she was given much of a chance as instead the strange entity in the memory recording found this to be the perfect moment to reveal themselves, the scanner screen that as before filled with pointless Gallifreyan words, fell into blackness before being replaced with a face.

A face that was half covered in cybernetic components, components that Clara found very familiar, having already seen them on the face of the man standing beside her.

"Mr. Clever," Clara muttered as the raggedy doctor beside her shook his head.

"No, not just Mr. Clever. I'd recognize that other half of the face in any nightmare," His tone was darker than before, already a note that whatever Mr. Clever had converted with, was not a being that the Doctor found friendly. But before Clara could ask what that was, she received her answer from the memory recording.

_**-"Do you like my new face Doctor? Familiar isn't it? I guess now you can call me, the Cyber Lord."-**_

The half cybernetic face of the Dream Lord chuckled, a bitter and emotionless sound that sent the coldest of shivers down Clara's back.

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**Please review, constructive criticism always welcome. **


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